THAT’S RIGHT…NYSE RELIST IS COMING PEOPLE!
THAT’S RIGHT…NYSE RELIST IS COMING PEOPLE!!! READ IT!!! THE WRITING IS ON THE WALL!!!
Anyone read the recent Freddie Mac corporate governance guidlines? Why are they applying this to NYSE guidelines??? Makes you wonder…
Dated: December 2, 2014
The Board of Directors (the “Board”) of the Federal Home Loan Mortgage Corporation (“Freddie
Mac” or the “Company”) has adopted the Corporate Governance Guidelines (the “Guidelines”)
set forth below to assist the Board in the exercise of its responsibilities. These Guidelines
should be interpreted in accordance with any applicable legal requirements, including those
imposed by federal or state law or regulation, the Federal Housing Finance Agency (“FHFA”)
acting as Conservator and/or regulator of Freddie Mac, and Freddie Mac’s statutory Charter and
Bylaws. Although Freddie Mac is not currently listed on the New York Stock Exchange (the
“NYSE”), relevant provisions of the NYSE rules also will be considered in interpreting these
Guidelines.
The Nominating and Governance Committee is responsible for reviewing and recommending to
the Board appropriate changes to these Guidelines to reflect changes in legal or regulatory
requirements, evolving governance practices and the Board’s policies and procedures. The
Nominating and Governance Committee also oversees the implementation of the Guidelines by
the Board and management. These Guidelines are published on Freddie Mac’s Internet website
(http://www.freddiemac.com/governance/pdf/gov_guidelines.pdf) and will be provided in print to
any stockholder on request.
…
4. BOARD AND COMMITTEE INDEPENDENCE: A substantial majority of the members
of the Board will be independent, as determined by the Directors who are not officers or
employees of Freddie Mac (“Outside Directors”), acting on behalf of the Board, under the
standards set forth in these Guidelines. All members of the Audit Committee, Compensation
Committee and Nominating and Governance Committee and the chair of the Risk Committee
will be independent under these standards. Audit Committee members also will be independent
under the applicable SEC rules, and determinations concerning the independence of
Compensation Committee members will take into account the additional factors specified in the
NYSE rules.
At least annually, the Outside Directors will make a determination regarding the independence
of each Director or nominee for election or re-election to the Board. If a Director joins the Board
at a time that does not coincide with the Board’s annual independence determinations, the
Board will make a determination regarding the Director’s independence when that Director joins
the Board.
5. INDEPENDENCE STANDARDS: For a Director to be considered independent, the
Board must determine that the Director does not have any material relationship with Freddie
Mac. The independence criteria set forth in these Guidelines shall be interpreted in a manner
that is consistent with the NYSE rules and other relevant regulatory provisions and related
guidance…
6. DIRECTOR QUALIFICATIONS AND NOMINATIONS: Subject to the direction of the
Conservator, Directors are elected to one-year terms at Freddie Mac’s annual meeting of
stockholders.{READ THIS AGAIN OVER AND OVER} Directors must exemplify high standards of integrity, be committed to Freddie
Mac, and have no actual or apparent conflicts of interest or other circumstances that make it
inappropriate for them to serve on the Board. The Board looks for candidates who have
achieved a high level of stature, success and respect in their principal occupations and
evaluates candidates based on their character, judgment, experience and expertise. The Board
also seeks to have a diversity of talent, perspectives, experience and cultures among its
members, including minorities, women and individuals with disabilities, and considers such
diversity in the candidate solicitation and nomination processes. Under Freddie Mac’s statutory
charter, the Board shall include at least one individual from the homebuilding industry, from the
mortgage lending industry and from the real estate industry, and one individual who either is
from an organization that has represented consumer or community interests for not less than
two years or who has demonstrated a career commitment to the provision of housing for low-income households. In addition, the Board seeks a range of other talents and backgrounds that
will provide it with expertise in dealing with the issues it addresses.
http://www.freddiemac.com/governance/pdf/gov_guidelines.pdf
Raphael W. Bostic Elected to Freddie Mac Board of Directors
Marketwired Freddie Mac
7 hours ago
MCLEAN, VA–(Marketwired – Jan 7, 2015) – Freddie Mac (OTCQB: FMCC) today announced that Raphael W. Bostic was elected as a director on the company’s board. Bostic, 48, is a leading real estate economist with extensive public policy, academic and research expertise.
“We are very pleased that Raphael is joining the Freddie Mac Board of Directors,” said Christopher S. Lynch, Freddie Mac’s non-executive chairman. “He is an expert on housing policy with a deep understanding of housing finance, as well as community and economic development. We anticipate that Raphael will bring valuable insights to the board during a critical time for the national housing finance industry.”
Bostic served as the Assistant Secretary for Policy Development and Research at the U.S. Department of Housing and Urban Development (HUD) from 2009 to 2012. In that Senate-confirmed position, he was a principal advisor to the Secretary of HUD on policy and research. Since 2012, Bostic has served as the Bedrosian Chair in Governance and Public Enterprise at the Sol Price School of Public Policy at the University of Southern California. From 2001 to 2009, he served in various positions at USC, including as a professor at the School of Policy, Planning, and Development.
Bostic earned a bachelor’s degree from Harvard University and a doctorate in economics from Stanford University.
Freddie Mac was established by Congress in 1970 to provide liquidity, stability and affordability to the nation’s residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Today Freddie Mac is making home possible for one in four home borrowers and is one of the largest sources of financing for multifamily housing. Additional information is available at FreddieMac.com, Twitter @FreddieMac and Freddie Mac’s blog FreddieMac.com/blog.
List of Board of Directors:
Raphael W. Bostic*
Bedrosian Chair in Governance and Public Enterprise
University of Southern California
Carolyn H. Byrd*
Chairman and Chief Executive Officer
GlobalTech Financial, LLC
Thomas M. Goldstein*
Veteran Financial Services Executive
Richard C. Hartnack*
Retired Vice Chairman and Head of Consumer and Small Business Banking
U.S. Bancorp
Steven W. Kohlhagen*
Veteran Financial Services and Investment Industry Executive
Donald H. Layton
Chief Executive Officer
Freddie Mac
Christopher S. Lynch: Non-Executive Chairman*
Retired Partner
KPMG LLP
Sara Mathew*
Retired Chairman and Chief Executive Officer
The Dun & Bradstreet Corporation
Saiyid T. Naqvi*
Retired President and Chief Executive Officer
PNC Mortgage
Nicolas P. Retsinas*
Senior Lecturer in Real Estate
Harvard Business School
Eugene B. Shanks, Jr.*
Former President
Bankers Trust Company
Anthony A. Williams*
Chief Executive Officer and Executive Director